adRoyalties Advertiser terms of agreemet

Introduction. This Advertiser Agreement is made between You (and/or any agency acting on your behalf), and IMCandy Ltd. ("IMCandy") and consists of this  Advertiser Agreement ("Advertiser Agreement") and the IMCandy Advertising Program Guidelines and FAQs (the "Advertising Guidelines”). "You" or "Advertiser" means any entity signing this Advertiser Agreement or any document that references this Advertiser Agreement and, as applicable, any amendment or addendum thereto executed by and between the parties. If You are an agency, You also represent and warrant that (1) the Advertiser on whose behalf You are acting has authorized You to enter into this Advertiser Agreement and to assume the obligations under this Advertiser Agreement on such Advertiser's behalf and to represent such Advertiser within the scope of this Advertiser Agreement and the Program, and (2) such Advertiser agrees to be bound by the terms of this Advertiser Agreement, including but not limited to paying IMCandy for advertisements delivered pursuant to this Advertiser Agreement. Please read very carefully this Advertiser Agreement and the Advertising Guidelines.

1. The Ad Royalty System.

1. Creating and Publishing Your Ad. You shall be entitled to place an ad at IMCandy web site (“IMCandy Site”) by: (i) uploading self created dynamic/video ad (“Uploaded Ad”) to the Ad royalty web site (“Ad Royalty Web Site”); or (ii) by creating a dynamic/video ad (“Created Ad”) using the dynamic/video creation tool and templates made available to you at the Ad royalty Web Site. With respect to all advertising, Advertiser must provide IMCandy with all relevant creative work by the due date set forth in that Advertising Guidelines or as otherwise communicated by IMCandy. 

2. Targeting Your Ad. Following the upload of an Uploaded Ad or the creation of a Created Ad (the Uploaded Ad and Created Ad shall be referred to, together, as an “Ad”), you shall be asked to target you Ad to the required target audience by following the Ad Royalty System’s targeting instructions and guidelines.

3. IMCandy’s Uses. You agree that your Ads may be placed on (i) any syndicated content feed, web site, application or other property owned or operated by a third party (a “Partner”) upon which advertisements are displayed pursuant to a contractual agreement with IMCandy. IMCandy and/or any Partner may review, reject or remove any Ad for any reason. IMCandy or Partners may reject or remove any ad or target for any or no reason. In addition, Ads may be modified to comply with Advertising Guidelines.

4. Advertiser’s Responsibility.  Advertiser is solely responsible for all Ad targeting options and keywords and all content and/or information included in an Ad, whether generated by or for Advertiser and all web sites, services and/or pages which are linked to or directed from Advertiser’s Ad. Advertiser understands and agrees that Ads may be placed on any content provided by IMCandy, and, unless Advertiser opts out of such placement in the manner specified by IMCandy - on any other content or property provided by a Partner upon which IMCandy places ads. Advertiser shall protect any Advertiser passwords and takes full responsibility for Advertiser's own, and third party, use of any Advertiser accounts. Advertiser agrees that all placements of Advertiser's Ads shall conclusively be deemed to have been approved by Advertiser unless Advertiser produces contemporaneous documentary evidence showing that Advertiser disapproved such placements in the manner specified by IMCandy.

5. Modification of Advertiser Agreement and Advertising Guidelines. IMCandy may modify the Advertising Guidelines at any time without liability. IMCandy also may modify this Advertiser Agreement at any time without liability, and Advertiser's use of the Ad Royalty System after notice that this Advertiser Agreement has changed constitutes Advertiser's acceptance of the new Advertiser Agreement.

6. Cancellation of Non-Active Ads. IMCandy may cancel and/or remove an Ad, in case of inactivity of the Ad of thirty (30) or more.

2. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to IMCandy to enroll in the Advertiser Agreement and the Ad Royalty Web Site is correct and current; (b) You hold all rights to permit IMCandy and any Partner(s) to use, reproduce, display, transmit and distribute Your Ad(s) and all contents therein ("Use"); and (c) the following items will not violate (or encourage conduct that would violate) any applicable laws, regulations or third party rights in any state or country in which your ad is displayed: any Use by IMCandy or any Partner(s), any Web site(s) linked to from your Ad(s), any images displayed in your Ads, and products or services offered on such web site(s).

3. Prohibited Uses. IMCandy strictly prohibits using any IMCandy roperty, any Partner property, or any third-party technology: (i) to generate fraudulent impressions of or fraudulent clicks on Advertiser's Ad(s) or third-party ad(s), including but not limited to using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) to advertise substances, services, products or materials that are illegal in any state or country where your Ad is displayed; (iii) in any way that violates any policy posted on any IMCandy Web Site or the Ad royalty web Site, as revised from time to time; or (iv) to engage in any other illegal or fraudulent business practice under the laws of any state or country where your ad is displayed. Violation of these policies may result in immediate termination of this Advertiser Agreement without notice, and may subject you to local and international penalties and other legal consequences.

4. Terms of Payment. You agree to pay all applicable charges under this Advertiser Agreement, including any applicable taxes or charges imposed by any government entity. You authorize IMCandy to bill any and all amounts due under this Advertiser Agreement to your credit card. Amounts paid after such date shall bear interest at the rate of one and a half percent (1.5%) per month (or the highest rate permitted by law, if less); except the amounts that are subject to a good faith dispute by you shall be exempt from interest for a period of thirty (30) days from the date of invoice. If you fail to make payment when due, including without limitation this Section ‎3). You will be responsible for all reasonable expenses (including attorneys' fees) incurred by IMCandy in collecting such amounts.

 

Advertiser shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Charges are exclusive of taxes. Advertiser is responsible for paying all taxes and government charges. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid impressions) unless claimed within 30 days after the charge (this does not affect Advertiser's credit card issuer rights). Charges shall be calculated solely based on invoicing records maintained by IMCandy for purposes of billing. No other measurements or statistics of any kind shall be accepted by IMCandy or have any effect under this Advertiser Agreement. To the fullest extent permitted by law, refunds (if any) are at the discretion of IMCandy and only in the form of advertising credit for only IMCandy Web Site. Nothing in this Advertiser Agreement may obligate IMCandy to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to IMCandy may be shared by IMCandy with companies who work on IMCandy's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to IMCandy and servicing Advertiser's account. IMCandy may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. IMCandy shall not be liable for any use or disclosure of such information by such third parties.

5. Termination; Cancellation. Unless otherwise agreed to in writing by the parties, You may cancel or delete any Ad and/or terminate this Advertiser Agreement with or without cause at any time by delivering written notice to IMCandy at the address listed in Section ‎10) of this Advertiser Agreement. IMCandy may at any time terminate the Advertiser Agreement or cancel any Ad(s). Cancelled Ads may be published despite cancellation if cancellation of those Ads occurs after any applicable commitment date as set forth in advance by IMCandy, in which case Advertiser must pay for those Ads. Except as set forth in Section ‎3) above or unless IMCandy has previously canceled or terminated your use of the Ad Royalty Web Site (in which case subsequent notice by IMCandy shall not be required), IMCandy will notify You via email of any such termination or cancellation, which shall be effective immediately. Upon cancellation of any Ad or termination or expiration of this Advertiser Agreement for any reason, (i) You shall remain liable for any amount due for impressions already delivered and for impressions on any Ad(s) through the date such cancellation or termination takes effect, and (ii) Sections ‎1) and ‎6) through ‎9) shall survive expiration or termination.

6. No Guarantee. IMCandy makes no guarantee regarding the levels of impressions, clicks or conversions for any Ad or group of Ads or the timing of delivery of any impressions, clicks or conversions for any Ad displayed on any IMCandy Web Site or any Partner web site.

7. No Warranty. IMCandy MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

8. Limitation of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS ADVERTISER AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) IMCANDY'S AGGREGATE LIABILITY TO ADVERTISER UNDER THIS ADVERTISER AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO IMCANDY BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party acknowledges that the other party has entered into this Advertiser Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

9. Indemnification. Advertiser shall indemnify and defend IMCandy, its Partners, agents, affiliates, and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of the Use, Advertiser's Ad Royalty Web Site’s use, targets, creative and breach of this Advertiser Agreement.  Partners shall be deemed third party beneficiaries of the above Partner indemnity.

10. Miscellaneous. This Advertiser Agreement shall be governed by the laws of Israel, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Advertiser Agreement shall be exclusively adjudicated in Tel Aviv Israel. This Advertiser Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any purchase order, invoice or other document relating to the subject matter hereof and any additional terms contained therein shall be null and void. Each party hereto is duly authorized to enter into this Advertiser Agreement and perform its obligations hereunder. Any modifications to this Advertiser Agreement (except as provided in Section ‎1.5) hereof) must be made in a writing approved by IMCandy and executed by both parties. Unless otherwise expressly set forth herein, any notices shall be sent to (a) in the case of IMCandy: c/o IMCandy Ltd., 6 Simtat Ha’Hoshen St., Ramat Gan Israel; and (b) in the case of Advertiser, to the address then on record with IMCandy for your account. Notice shall be given via (x) confirmed facsimile, with a copy sent via first class or air mail; or (y) overnight courier, and such notice shall be deemed given upon receipt. The waiver of any breach or default of this Advertiser Agreement will not constitute a waiver of any subsequent breach or default. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Advertiser Agreement will remain in full force and effect. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Advertiser Agreement, without liability to IMCandy. In the event that this Advertiser Agreement expires or is terminated, IMCandy shall not be obligated to return any materials to Advertiser. The relationship(s) between IMCandy and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors. This Advertiser Agreement shall be construed as if both parties jointly wrote it.